RISCO Obtains Preliminary Injunction Against IEI's Unlawful use of Mass Statute to Subvert Shareholder Vote
10 4월 2007 - 9:19AM
PR Newswire (US)
BOSTON, April 9 /PRNewswire/ -- Rokonet Industries, U.S.A., Inc., a
wholly-owned subsidiary of RISCO Ltd. (RISCO), announced today that
it has obtained a preliminary injunction against International
Electronics, Inc. (IEI) (OTC:IEIB) (BULLETIN BOARD: IEIB) (below),
from the U.S. District Court of the District of Massachusetts in
connection with its outstanding tender offer to purchase any and
all shares of IEI common stock for $3.50 per share. RISCO alleged
that IEI sought to manipulate the Massachusetts Control Share
Acquisition Statute in order to prevent RISCO from amending or
waiving the conditions of its offer in the future without seeking
multiple shareholder votes. RISCO sought injunctive relief in order
to insure that the vote to be submitted to shareholders complied
with applicable Massachusetts laws. "We are pleased the Court ended
IEI's attempts to delay the process and prevent stockholders from
taking advantage of RISCO's all cash offer," said RISCO Chairman,
Moshe Alkelai. "We will proceed with an up or down vote by IEI
stockholders regarding voting rights for any shares we acquire in
our tender as soon as permitted by the SEC and we urge IEI
management to stop wasting stockholders' money on these delaying
tactics." MacKenzie Partners, Inc. is the Information Agent for
RISCO's tender offer and any questions or requests for the Offer to
Purchase and related materials with respect to the tender offer may
be directed to MacKenzie Partners, Inc. Additional Information and
Where to Find It This communication may be deemed to be
solicitation material in respect of the solicitation of proxies of
Rokonet Industries, U.S.A., Inc. from stockholders of IEI in
connection with the special meeting of IEI stockholders expected to
be held in late April, 2007. Rokonet Industries, U.S.A., Inc. will
file a definitive proxy statement on Schedule 14A. IEI STOCKHOLDERS
SHOULD READ THOSE MATERIALS CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION REGARDING RISCO'S PROPOSAL. Stockholders will
be able to obtain the proxy statement and related materials with
respect to the special meeting free at the SEC's website at
http://www.sec.gov/ or from Rokonet Industries, U.S.A., Inc. by
contacting Mackenzie Partners, Inc. toll free at 1-800-322-2885 or
collect at 1-212-929-5500 or via email at . The offer to buy IEI
common stock is only being made pursuant to an offer to purchase
and related materials that Rokonet Industries, U.S.A., Inc. has
filed with the SEC. IEI STOCKHOLDERS SHOULD READ THESE MATERIALS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. Stockholders will be able to
obtain the offer to purchase and related materials with respect to
the tender offer at the SEC's website at http://www.sec.gov/ or
from Rokonet Industries, U.S.A., Inc. by contact Mackenzie
Partners, Inc. toll free at 1-800-322-2885 or collect at
1-212-929-5500 or via email at . Participants in Solicitation
Rokonet Industries, U.S.A., Inc. and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the holders of IEI common stock in respect of the
proposed special meeting of stockholders. Certain information about
such persons and their interest in the solicitation will be
contained in the proxy statement regarding the special meeting,
when it becomes available. UNITED STATES DISTRICT COURT DISTRICT OF
MASSACHUSETTS ------------------------------------------- ROKONET
INDUSTRIES, U.S.A, INC. ) ) Plaintiff, ) ) v. ) CIVIL ACTION ) NO.
07-10578-JLT JOHN WALDSTEIN, DIANE BALCOM, LESLIE ) CHARM, ALBERT
JANJIGIAN, and ) INTERNATIONAL ELECTRONICS, INC. ) ) Defendants. )
------------------------------------------- ORDER April 9, 2007
TAURO, J. This Court hereby orders that International Electronics,
Inc. ("IEI") is preliminarily enjoined as follows: 1) IEI shall
file a proxy statement submitting for a vote of its shareholders
the following question: Whether, if Rokonet Industries, U.S.A.,
Inc. purchases shares of IEI common stock pursuant to its currently
outstanding tender offer for at least 66-2/3% of such shares at a
per share price of $3.50 (as such offer, including such minimum
amount and such price, may be amended from time to time), the
shares so acquired, as well as any shares thereafter beneficially
acquired in such "control share acquisition" and the 500 shares of
common stock previously acquired by Rokonet, shall be entitled to
the same voting rights as all other shares of IEI common stock. 2)
IEI shall include in or attach to the proxy statement the control
share acquisition statement in the form attached as Exhibit A to
this order. IT IS SO ORDERED. /s/ Joseph L. Tauro
---------------------------- United States District Judge Control
Share Acquisition Statement Pursuant to Section 3 of Chapter 110D
of the Massachusetts General Laws Identity of Acquiror. Rokonet
Industries, U.S.A., Inc., a New York corporation and wholly-owned
subsidiary of RISCO Ltd. (the "Acquiror"), intends to acquire all
of the outstanding capital stock of International Electronics,
Inc., a Massachusetts corporation (the "Public Corporation").
Statement of Applicability. This statement is a Control Acquisition
Statement made and delivered pursuant to Pursuant to Section 3 of
Chapter 110D of the Massachusetts General Laws (the "Control Share
Statute"). Statement of Ownership. The Acquiror is the beneficial
owner of 500 shares of common stock of the Public Corporation, par
value $0.01 per share (the "Common Stock"), which the Acquiror
purchased for $1.60 per share. Statement of Intended Acquisition.
The Acquiror intends to acquire all of the outstanding shares of
Common Stock of the Public Corporation, on a fully diluted basis
(comprised of 1,738,931 shares of outstanding Common Stock, options
to acquire 262,133 shares of Common Stock and warrants to acquire
20,167 shares of Common Stock in the Public Corporation's Quarterly
Report on Form 10QSB filed with the Securities Exchange Commission
on January 11, 2007), subject to the terms and conditions set forth
in Section 5 below. Such shares constitute 100% of the voting power
of the Public Corporation's outstanding capital stock. The Acquiror
has commenced a tender offer under Rule 14d-1 of the Securities
Exchange Act of 1934, as amended, to acquire such shares of Common
Stock, the details of which are set forth in the Acquiror's Offer
to Purchase filed with the Securities Exchange Commission on March
6, 2007 on Schedule TO (as amended form time to time, the "Offer to
Purchase"). Statement of Certain Terms and Conditions. The Acquiror
intends to acquire all of the outstanding Common Stock of the
Public Corporation for a price per share of $3.50, payable in cash
following the consummation of such acquisition. The Acquiror's
offer is currently subject to the following conditions, which
Acquiror reserves the right to amend or waive at any time or from
time to time as described in more detail in the Offer to Purchase:
At least 66-2/3% of the outstanding shares of Common Stock
(assuming exercise of all derivative securities regardless of
exercise of conversion price, the vesting schedule or other terms
and conditions of those securities) are validly tendered and not
withdrawn prior to the expiration of the Offer to Purchase; (i) The
articles of organization or bylaws of the Public Corporation are
amended, effective prior to the consummation of the Offer to
Purchase, to provide that the Control Share Statute does not apply
to the Public Corporation, (ii) the Control Share Statute is
declared inapplicable to any shares acquired as a result of the
Offer to Purchase and any subsequent merger or other business
combination or (iii) the holders of a majority of the outstanding
shares of Common Stock entitled to vote at a meeting of the Public
Corporation's stockholders (other than those held by the Acquiror
or any director of the Public Corporation who is also an officer of
the Public Corporation) authorize voting rights for the shares of
Common Stock acquired as a result of the Offer to Purchase and any
subsequent merger or other business combination as contemplated by
Section 5 of the Control Share Statute; (i) Prior to the acceptance
for payment of shares of Common Stock pursuant to the Offer to
Purchase, the Public Corporation's Board of Directors approves the
Offer to Purchase and any subsequent proposed merger or other
business combination, (ii) there are validly tendered prior to the
expiration of the Offer to Purchase and not withdrawn a number of
shares of Common Stock which, together with the shares of Common
Stock then owned by the Acquiror, would represent at least 90% of
the shares of Common Stock outstanding on the date thereof
(excluding shares of Common Stock owned by certain employee stock
plans and persons who are directors and also officers of the Public
Corporation) or (iii) a determination that Chapter 110F of the
Massachusetts General Laws and other similar laws are inapplicable
to any merger or other business combination involving the Acquiror
and the Public Corporation; and Satisfaction of the other
conditions set forth in the Offer to Purchase. Statement of
Financial Capacity. The acquisition by the Acquiror of all of the
outstanding Common Stock of the Public Corporation is not subject
to any financing condition. The Acquiror has the financial capacity
to consummate the proposed acquisition in the form of cash on hand
or borrowings under its available credit facilities or from its
parent company, RISCO Ltd. ROKONET INDUSTRIES, U.S.A., INC. By: /s/
Moshe Alkelai Name: Moshe Alkelai Title: Chairman of the Board
DATASOURCE: Rokonet Industries, U.S.A., Inc. CONTACT: Bob Marese,
+1-212-929-5045, or Lex Flesher, +1-212-929-5397, both of MacKenzie
Partners, Inc., for Rokonet Industries, U.S.A., Inc.
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